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Bylaws

CAVE CONSERVANCY of HAWAII
Bylaws

Article I
Name and Offices


Section 1. Name. This organization shall be known as The Cave Conservancy of Hawaii (The CCH). The CCH is a non-profit organization incorporated in The State of Hawaii.

Section 2. Offices. The principal office of the CCH shall be the mailing address or residence of the President or Secretary of the organization, or such address as designated by the Board of Directors.


Article II
Purpose

The purpose of the CCH shall be to perform within its designated territory as defined in Article 3, the functions described in and in accordance with the Bylaws, Certificate of Incorporation and other policies and regulations of the CCH.

Article III
Territory, Membership, Dues

Section 1. Territory. The Territory of the CCH is principally, but not limited to, the state of Hawaii. The territory is subject to change, which the Board of Directors may make in the future.

Section 2. Membership. All persons who pay annual dues are considered members of the CCH.

Section 3. Dues. The dues of all members shall be those established by the Directors of The CCH.


Article IV
Annual Meetings, Nominations, Elections, Special Meetings, Committees

Section 1. Annual Meetings. The CCH shall hold a meeting of the general membership annually. This meeting shall be held at a convenient hour and place designated by the Board of Directors for the purpose of relaying relevant business to the membership. 

Section 2. Nomination to the Board of Directors. Any member can be considered a nominee to the Board of Directors providing they submit a written document seeking such position.

Section 3. Motions. Motions requiring consideration by the Board of Directors may be placed by either a board member or a written statement signed by 10% of the membership.

Section 4. Vacancies. In the event that there is a vacancy on the Board of Directors, the Chairperson may nominate a person to fill the vacancy. The person so nominated shall be confirmed or rejected by vote of the Board. If confirmed, the person shall serve only until the next annual election of Directors, but shall be eligible for nomination and election to fill out the remainder, if any, of the term of the vacant position.

Section 5. Notice of Meetings. Notice of the time, place and purpose of annual meetings shall be given by mail to each member of The CCH not less than thirty (30) nor more than sixty (60) days before the meeting.

Section 6. Voting. At every meeting of members, each member present shall be entitled to one vote. All elections and all questions before any such meetings shall be decided by a majority vote of the directors present.

Section 7. Election. All nominations shall be voted upon by a written ballot to the general membership. The Board of Directors elected shall be by majority of votes received and returned to the designated address. Each member shall cast only one ballot.

Section 8. Adjournment. A meeting may be adjourned at any time by a majority of the directors present.

Section 9. Special Meetings. Special meetings of The CCH may be called at any time by the Chairperson or by four (4) members of the Board of Directors and must be called by the Chairperson on receipt of a written request of 10% of the members of The CCH. Notice of the time, place and purpose of the meeting shall be given to each member of The CCH not less than fifteen (15) nor more than 45 days before the meeting.

Section 10. Proxies. Proxies are allowed, as is participation in meetings by telephone, and e-mail voting on motions before the board.

Section 11. Committees. The Board of Directors shall have the authority to pass on managing decisions for specific projects to committees formed for such purposes.


Article V

Board of Directors

Section 1. Function and Composition. The Board of Directors shall be responsible for the business and affairs of the CCH. The Board shall consist of not less than five (5) nor more than nine (9) Directors.

Section 2. Election. The Board shall be elected by written ballot sent to the membership and shall serve until the election and qualification of their successors, except for providing for the filling of vacancies. They shall be elected for a term of three (3) years except that the initial elective terms shall be for one, two or three years so as to provide three approximately equal annual classes with staggered terms.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held according to the schedule determined by the Board.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or a Vice Chairperson and must be called by either of them on written request of four (4) members of the Board

Section 5. Notice of Meetings. Notice of all meetings of the Board of Directors shall be given by mail, telegraph e-mail, or telephone at least ten (10) days before the meeting, (but such notice may be waived by all members of the Board)

Section 6. Quorum. At all meetings of the Board of Directors, the attendance of 51% of its directors shall constitute a quorum for the transaction of business. The act of a majority of the Board present at any meeting at which there is a quorum shall be the act of the Board. In the absence of a quorum at a duly called meeting, a lesser number may adjourn the meeting until such time as a quorum is present.

Section 7. Powers. All The CCH powers are subject to the Bylaws, and other policies and procedures of the CCH.

Section 8. Compensation. Members of the Board of Directors shall receive no compensation for their service and duties as Directors. The term compensation as used in these Bylaws does not include reimbursement of out-of-pocket expenses incurred in connection with CCH business.

Section 9. Action Without a Meeting. Any action by the Board of Directors may be taken without a meeting if a majority of the members of the Board consent to such action. Such consent as may be made on an interim basis shall be referred to the full Board of Directors for ratification in a meeting or by mail vote.


Article VI
Officers

Section 1. Title and Number. The officers of The CCH shall be a President, a Treasurer, and a Secretary. In addition, the Board of Directors may appoint additional officers, as it deems appropriate for the conduct of activities.

Section 2. Election. The officers shall be elected annually by the members of the Board of Directors.

Section 3. President. The President shall be the chief executive officer of the CCH and shall preside at all meetings of members of The CCH and of the Board of Directors. He/she shall have a general charge and supervision of the affairs of The CCH and shall perform such duties as may be designated or assigned from time to time by the Board of Directors.

Section 4. Secretary. The Secretary shall be responsible for keeping minutes of all meetings of the Board of Directors and The CCH issuing all notices of The CCH, and for maintaining all records except for financial records. In the absence of the Chairperson, the Secretary will officiate as Chairperson.

Section 5. Treasurer. The Treasurer shall be responsible for all funds and financial records of The CCH, subject to such regulations as may be imposed by the Board of Directors and in accordance with the policies and procedures of The CCH. In the absence of the President and Secretary, the Treasurer will officiate as Chairperson and appoint an interim Secretary.

Section 6. Removal. CCH officers may be removed from office by vote of a majority of the Board of Directors.

Section 7. Compensation. CCH officers shall receive no compensation for their duties or services as officers except for out-of-pocket expenses.

Section 8. Vacancies. The Board of Directors may appoint a person to fill any vacancy among the elective officers. A person so appointed shall serve only until the next annual meeting, but shall be eligible for nomination and election for the remainder, if any, of the term thereafter.

Section 9. Meetings without Officers. In the event all officers are absent the remaining Directors shall appoint an interim Chairperson and Secretary from the quorum.


Article VII
Powers and Duties of The Board of Directors
  1. The powers and duties of the Board of Directors shall be:
  2. To adopt long-range and annual operating plans and budgets of the CCH.
  3. To select projects from among those identified which shall be target areas for protection.
  4. To select those projects which will require fund raising for their protection by The CCH and to provide leadership for project fund raising.
  5. To assess and recommend ownership and stewardship responsibility for individual projects initiated and completed by The CCH.
  6. To assume appropriate stewardship for all projects retained and managed by The CCH.
  7. To review the status of those projects transferred to other private conservation organizations.
  8. To ensure that funds are raised for annual operating expenses of The CCH.
  9. To further speleological education programs in the State of Hawaii.
  10. To perform other duties as may be required to implement the annual operating plans of the CCH.
Article VIII
Fiscal Year

The Fiscal year of the CCH shall be established by the Board of Directors.

Article IX

The conduct of meetings shall be governed Robert's Rules of Order as revised unless such procedures are contrary to the procedures outlined by these Bylaws, in which case these Bylaws shall govern.

Article X
Amendments

These Bylaws may be amended at any meeting of the Board of Directors by a majority vote.


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